Buyer’s Assumption of Liabilities and Obligations. Upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations relating to the ownership or operation of the Assets (including those arising under environmental laws) other than the Retained Liabilities (the “Assumed Liabilities”).
Buyer’s Assumption of Liabilities and Obligations. Without affecting Buyer’s rights under Articles 4 and 5 with respect to remedies for Title Defects and Environmental Defects, upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all of the following claims, costs, expenses, liabilities and obligations (collectively, the “Obligations”) accruing or relating to the (a) ownership, use or operation of the Assets after the Effective Time including owning, developing, exploring, operating or maintaining the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets, the payment of Property Expenses, the make-up and balancing obligations for overproduction of gas from the Xxxxx, and all liability for royalty and overriding royalty payments and Production Taxes (allocated in accordance with Article 9) made with respect to the Assets; and (b) the Environmental Liabilities ((a) and (b), collectively, the “Assumed Liabilities”). Notwithstanding the foregoing, the Assumed Liabilities shall not include any of the following: (a) the payment or improper payment by Seller of royalties accruing under the Leases prior to the Effective Time with respect to Assets that Seller serves as the operator; (b) any obligations, duties and liabilities that (i) do not primarily relate to or primarily arise out of, the Assets (other than liability for costs and expenses allocated to Buyer under other provisions of this Agreement), (ii) that are attributable to periods prior to or after the Effective Time that relate to Seller’s corporate overhead (including personnel) other than liability for costs and expenses allocated to Buyer under other provisions of this Agreement or (iii) relate to any pre-Effective Time Property Expenses allocated to Seller under other provisions of this Agreement; (c) any obligations, duties and liabilities of Seller primarily relating to or arising from each of the Excluded Assets; (d) any obligations, duties and liabilities relating to the matters set forth on Schedule 6.5; and (e) any income taxes of Seller or any of its Affiliates, which shall be retained by Seller ((a) through (e), collectively, the “Retained Liabilities”).
Buyer’s Assumption of Liabilities and Obligations. Without limiting Buyer’s rights to indemnity under this Article XI, from and after Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all obligations and liabilities, known or unknown, with respect to the Assets regardless of whether such obligations or liabilities arose prior to, on or after Closing (all of said obligations and liabilities, the “Assumed Obligations”).
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, and except for Retained Liabilities and subject to Section 14.5, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to the owning, developing, exploring, operating or maintaining of the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets, including, without limitation (i) the payment of royalties, overriding royalties and Taxes attributable to the period of time at or after the Effective Time; (ii) the Assumed Environmental Liabilities whether arising before or after the Effective Time; (iii) the Contracts (iv) any injury, death, casualty, tortious action or inaction occurring on or attributable to the Assets at or after the Closing Date, (v) any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement, (vi) the Property Expenses attributable to the period of time at or after the Effective Time; (vii) the obligation to plug and abandon all Xxxxx and reclaim all well sites located on the Lands regardless of when the obligations arose; (viii) the make-up and balancing obligations for gas from the Xxxxx regardless of when the imbalance occurred; (ix) any Losses relating to or resulting from the matters listed in Schedule 6.5, but only to the extent attributable to operations during the period on or after the Closing Date; and (ix) any Permitted Encumbrances (collectively, the “Assumed Liabilities”).
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, Buyer shall be responsible for and Buyer shall assume and pay, perform, fulfill and discharge any and all Claims (as defined below) arising from the following (collectively the “Assumed Liabilities”):
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all duties, claims, costs, expenses, liabilities and obligations (the “Liabilities”) accruing or relating to (i) the owning, operating or maintaining of the Assets to the extent such Liabilities relate to periods on or after the Effective Time, including without limitation the Post-Closing Environmental Liabilities (the “Buyer’s Liabilities”) and (ii) any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement (together, the “Assumed Liabilities”).
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, and except for Retained Liabilities, Buyer shall assume and pay, perform, fulfill and discharge to the extent and only to the extent of the Subject Interests all claims, costs, expenses, liabilities and obligations (“Obligations”), relating to (a) the ownership of the Subject Interests on and after the Effective Time including the owning, developing, or maintaining the Subject Interests or the producing, and marketing of Hydrocarbons from the Subject Interests, including the payment of Property Expenses; (b) the obligation to pay for its applicable share to plug and abandon all Xxxxx and reclaim all Well sites; (c) the obligation to restore, remove and/or reclaim all Equipment included in the Subject Interests; and (d) the Buyer’s Environmental Liabilities (collectively, the “Assumed Liabilities”). Notwithstanding anything to the contrary in this Agreement, there shall be no duplication among the Assumed Liabilities, increases to the Purchase Price and Buyer’s obligation to indemnify Seller.
Buyer’s Assumption of Liabilities and Obligations. Except to the extent covered by Seller’s indemnification of Buyer under Section 15.3(a), upon Closing, Buyer shall assume and pay, perform, fulfill and discharge: (a) all claims, costs, expenses, liabilities, obligations and other Losses (other than the Assumed Environmental Liabilities) accruing or relating to the ownership or operation of the Assets before, on or after the Effective Time, including the owning, developing, exploring, operating and maintaining of the Assets and the producing, transporting and marketing of Hydrocarbons from the Assets, including all obligations of liabilities arising under the Material Agreements, the payment of Property Expenses, the make-up and balancing obligations for overproduction of gas from the xxxxx (subject to adjustments to the Base Purchase Price set forth in Section 2.7(c)), and all liability for Royalties and similar payments, with respect to the Assets, (b) any Suspense Accounts as provided in Section 13.4, (c) Buyer’s Plugging and Abandonment Obligations, and (d) the Assumed Environmental Liabilities (collectively, the “Assumed Liabilities”).
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, and except for Retained Liabilities and subject to Section 14.3, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to the owning and developing of the Assets for the periods after the Closing, including, without limitation, (i) all obligations and liabilities under the Material Agreements, (ii) the obligation to plug and abandon all xxxxx located on the Lands and reclaim all well sites located on the Lands regardless of when the obligations arose, and (iii) the make-up and balancing obligations for gas from the Xxxxx, (collectively, the “Assumed Liabilities”). The JOA shall be the document describing the procedure of sharing costs associated with the subject properties including acquisitions, development, drilling completion and operation of the properties.
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations (“Obligations”), relating to the (a) ownership and operation of the Assets after the Effective Time including the owning, developing, exploring, operating or maintaining the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets including, without limitation, the payment of Property Expenses; (b) the obligation to plug and abandon all Xxxxx located on the Lands and reclaim all well sites located on the Lands; (c) the Buyer's Environmental Liabilities; and (d) all Obligations (other than plugging and abandonment obligations and Buyer's Environmental Liabilities) accruing or relating to the ownership or operation of the Assets before the Effective Time for which claims have not been asserted pursuant to Section 14.3 before the date that is twelve (12) months following the Closing Date (collectively, the “Assumed Liabilities”); provided, however, Buyer does not assume any Obligations of Seller attributable to the Assets to the extent that such Obligations are:
